UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10K
(Mark
One)
[x]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2014
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
Commission
file number 333-141875
Tiger
Oil and Energy, Inc.
(Exact
name of registrant as specified in its charter)
| |
NEVADA |
20-5936198 |
|
| |
State
or other jurisdiction of |
(I.R.S.
Employer |
|
| |
incorporation
or organization |
Identification
No.) |
|
| |
7230
Indian Creek Ln. Ste. 201, Las Vegas, NV 89149 |
|
(Address
of principal executive offices)
Registrant’s
telephone number, including area code (702) 336-0356
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Securities
registered pursuant to section 12(g) of the Act:
(Title
of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ]Yes [x] No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [x] No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES [x] NO [ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer [ ] |
Accelerated
filer [ ] |
| Non-accelerated
filer [ ] (Do not check if a smaller reporting company) |
Smaller reporting
company [X] |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
[ ] Yes [x] No
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter.
Note.—If
a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort
and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions
reasonable under the circumstances, provided that the assumptions are set forth in this Form.
(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As of April 15, 2015 the Company had 42,728,159 issued and outstanding shares of its common stock and 42,013 of its preferred
stock.
DOCUMENTS
INCORPORATED BY REFERENCE
List
hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3)
Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described
for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Tiger Oil and Energy, Inc.
TABLE
OF CONTENTS
|
FORWARD-LOOKING STATEMENTS |
2 |
| |
|
| PART I |
2 |
| Item 1. Business. |
2 |
| Item 1A. Risk Factors |
4 |
| Item 1B. Unresolved
Staff Comments. |
4 |
| Item 2 Properties. |
4 |
| Item 3. Legal Proceedings. |
4 |
| Item 4. Submission of Matters to a Vote of Security Holders. |
4 |
| PART II |
4 |
| Item 5. Market for
Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
4 |
| Item 6. Selected
Financial Data. |
5 |
| Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations. |
5 |
| Item 7A. Quantitative
and Qualitative Disclosures About Market Risk. |
6 |
| Item 8. Financial
Statements and Supplementary Data. |
6 |
| Item 9. Changes in
and Disagreements With Accountants on Accounting and Financial Disclosure. |
7 |
| Item 9A(T). Controls
and Procedures. |
7 |
| Item 9B. Other Information. |
8 |
| PART III |
8 |
| Item 10. Directors,
Executive Officers and Corporate Governance. |
8 |
| Item 11. Executive
Compensation. |
10 |
| Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
10 |
| Item 13. Certain
Relationships and Related Transactions, and Director Independence. |
10 |
| Item 14. Principal
Accounting Fees and Services. |
11 |
| PART IV |
12 |
| Item 15. Exhibits,
Financial Statement Schedules. |
12 |
| SIGNATURES |
13 |
FORWARD-LOOKING
STATEMENTS
Certain
of the statements made or incorporated by reference in this Form 10-K, including those under “Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report, may constitute “forward-looking
statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
Forward-looking
statements include statements with respect to our beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions,
estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, many of which
may be beyond our control, and which may cause the actual results, performance or achievements of the Company, or the commercial
banking industry or economy generally, to be materially different from future results, performance or achievements expressed or
implied by such forward-looking statements.
All
statements other than statements of historical fact are statements that may be forward-looking statements. You can identify these
forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,”
“should,” “indicate,” “would,” “believe,” “contemplate,” “expect,”
“estimate,” “continue,” “plan,” “target,” “point to,” “project,”
“predict,” “could,” “intend,” “target,” “potential,” and other similar
words and expressions of the future or otherwise regarding the outlook for the Company’s future business and financial performance.
All
written or oral forward-looking statements that are made by or are attributable to us are expressly qualified in their entirety
by this cautionary notice. You should not place undue reliance on any forward-looking statements, since those statements speak
only as of the date that they are made. We have no obligation and do not undertake to publicly update, revise or correct any of
the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise
are made, whether as a result of new information, future events or otherwise, except as may otherwise be required by law.
PART
I
Item
1. Business.
General
Information
Except
for statements of historical fact, certain information in this document contains “forward-looking statements” that
involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,”
“should,” “will,” ‘would,” or similar words. The statements that contain these or similar
words should be read carefully because these statements discuss our future expectations, contain projections of our future results
of operations, or of our financial position, or state other “forward-looking” information. Tiger Oil and Energy, Inc.
(“The Company” or “TGRO”) believes that it is important to communicate our future expectations to our
investors. However, there may be events in the future that we are not able to accurately predict or control. Further, we urge
you to be cautious of the forward-looking statements that are contained in this Form 10-K because they involve risks, uncertainties
and other factors affecting our operations, market growth, service, products and licenses. These factors may cause our actual
results to and achievements, whether expressed or implied, to differ materially from the expectations we describe in our forward-looking
statements. The occurrence of any of these events could have a material adverse effect on our business, results of operations
and financial position.
Corporate
History
Tiger
Oil and Energy, Inc.,( formerly UTEC INC., formerly Lyon Capital Venture Corp., is a Nevada corporation organized on November
8, 1993 as a “For Profit” corporation for the purpose of engaging in any lawful activity. The Company was in the development
stage through December 31, 2006. The year ended December 31, 2007, is the first year during which the Company is considered an
operating company and was no longer considered in a development stage. On January 10, 2007, the Company purchased 100% of the
shares of UTEC Corporation, Inc. from Energetic Systems Inc. LLC, for a total consideration of 22,500,000 of the Company’s
par value $0.001 common shares and 20,000 of the Company’s par value $0.001 preferred shares. Each share of our preferred
stock entitles the owner to 2,500 votes. Shares of our preferred shares can be converted to two common for one preferred. The
Company also issued 2,525,000 common shares in finder’s fees.
Business
of Issuer
On May 26,
2010, Fortunato Villamagna and David Taylor resigned from the Board of Directors and Ken Liebscher was appointed President/CEO
and Howard Bouch was appointed Secretary and CFO.
On
October 27, 2010 we entered into a co-development agreement with Black Hawk Exploration, (BHWX), in which we, after an
investment of $400,000 by the Company in a new well in Black Hawk’s Cowley County lease, we will earn a 40% working
interest in the # 1 Baker well, BHWX will receive a 50% interest in the new well and TGRO will have the right to participate
in the nine-well rework program at the Cowley Prospect. BHWX will receive a 20% interest in any other new well TGRO drills on
Black Hawk’s current or future Cowley County, Kansas leases and Black Hawk has the option to invest in each additional
new well drilled by TGRO on a prorated basis up to an additional 30%.
On
November 29, 2010 the Company expanded its original agreement and entered into a co-development agreement with Black Hawk
Exploration covering approximately 2,553 acres of oil and gas leases in Cowley County, Kansas. BHWX owns 100% of the
leases within the Prospect Area and has an undivided 81.5% working interest in and to the oil and gas leases and their
previous 10 shut-in oil and gas wells.
The joint
agreement includes in one shut-in oil/gas well, the #1 Baker, located on the Keith Baker lease. Also subject to joint development
is a 100% interest in 9 other oil wells previously shut-in. The Company’s program calls for re-working all 10 locations
directly or in joint venture with Black Hawk and returning all of them to cash flow production.
On February
4, 2011, we retained International IR Inc. (IRR) to provide media services. IIR is a strategic consulting firm that works primarily
with emerging growth companies in the resource sector. IIR will focus on providing multiple information platforms to TGRO’s
shareholders and advise as well as negotiate on behalf of the Company, acquisition, exploration and joint venture agreements and
strategies.
On
February 9, 2011 - we acquired a 100% interest in three Oil and Gas leases totaling 400 acres in Southern Kansas, comprised
of three historically productive properties. Our Geologist has reviewed the Holman #2, #3, #4, and #5; the Adams #1 and the Glasse
wells commonly known as the Wise #1 and Roberts #1 and have recommended a seven-well exploration and production study. All the
leases acquired by the parties covering lands within the prospect area are owned 100% by TGRO with an undivided eighty-one and
one-half percent (81.5%) working interest in the oil and gas leases described. The Company issued a Note and 250,000 shares of
its common stock in the acquisition. We will require an investment of $400,000 to initiate putting these wells back into production.
Management believes this can be accomplished and is considering various options to acquire this funding, but has not yet entered
into an agreement to do so.
On
May 4, 2014 we acquired 30% WI in the DeFore and Staalnaker leases in Cowley County from a Company affiliated with the President
of our Company for $10,000. The Company paid $400,000 for their share of drilling two wells on the leases. The Defore 16-1 well
went on line in January 2015. The Stalmnaker 17-1 is being evaluated for fracing and expected to start producing oil in the second
quarter of 2015n
The
Company will continue to evaluate shut in wells in the states of Kansas and Oklahoma with intention of putting historically productive
wells back into production at the least cost. We will then need to enter into private placement agreements to fund the programs.
Indemnification
of Directors and Officers
Our bylaws
contain provisions which require that the company indemnify its officers, directors, employees and agents, in substantially the
same language as Section 78.7502 of the Nevada Revised Statutes. Article 12 of the Company’s Articles of Incorporation provides
for the Company’s ability to indemnify its officers, directors, employees and agents, subject to the limitations provided
in Nevada Revised Statutes 78.7502, for expenses actually and reasonably incurred. No indemnification shall be made if the proposed
party has been adjudged to be liable to the company or where the matter was settled without court approval. Indemnification must
be made upon a determination by a majority of the uninterested Board, and if not available, by the shareholders or by a court
of competent jurisdiction.
Item
1A. Risk Factors.
Not
Applicable
Item
1B. Unresolved Staff Comments.
None
Item
2. Properties.
Our
offices are located at 7230 Indian Creek Lane, Ste 201, Las Vegas, NV 89149. The facilities are leased on a month to month
basis at a cost of $500 per month. Specific direct expenses incurred such as telephone and secretarial services are charged
back to the Company at cost.
Item
3. Legal Proceedings.
None
Item
4. Submission of Matters to a Vote of Security Holders.
None
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The
Company’s common stock trades on the Over-The-Counter Bulletin Board (OTC:BB) under the symbol TGRO. The following table
shows the high and low trading prices for the past two years.
| | |
2014 | |
2013 |
| | |
High | |
Low | |
High | |
Low |
| Qtr 1 | | |
| 1.27 | | |
| 0.18 | | |
| 0.2 | | |
| 0.01 | |
| Qtr 2 | | |
| 0.39 | | |
| 0.15 | | |
| 0.2 | | |
| 0.07 | |
| Qtr 3 | | |
| 0.19 | | |
| 0.09 | | |
| 0.175 | | |
| 0.051 | |
| Qtr 4 | | |
| 0.10 | | |
| 0.05 | | |
| 0.159 | | |
| 0.1 | |
We
did not make any dividend payments during the fiscal years ended December 31, 2014 or 2013 and have no plans to pay dividends
in the foreseeable future. We did not repurchase any shares of our common stock during the fiscal year ended December 31, 2014
or 2013.
Transfer
Agent: Quicksilver Stock Transfer LLC, 2258 Green Mountain Ct. Las Vegas Nevada 89135
The
Company did not make any repurchases of its securities during the year ended December 31, 2014.
Item
6. Selected Financial Data.
Not
Applicable
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This 10K
contains certain forward-looking statements and our future operating results could differ materially from those discussed herein.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results,
performance or achievements to be materially different from any future results, performance or achievements expressed or implied
by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking
statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the
forward -looking statements contained herein to reflect future events or developments.
Going
Concern
The future
of our company is dependent upon its ability to obtain financing and upon future profitable operations from the sale of products
and services through our websites. Management has plans to seek additional capital through a private placement and public offering
of its common stock, if necessary. Our auditors have expressed a going concern opinion because uncertainties raise doubts about
the Issuers ability to continue as a going concern.
Background
Corporate
Overview
Unless otherwise
indicated, in this 10K, references to “we,” “our,” “us,” the “Company,” “TGRO”
refer to Tiger Oil and Energy, Inc., a Nevada corporation (formerly UTEC, Inc.) and Jett Rink which became a wholly owned subsidiary
October 29, 2010 after the closing of the voluntary share exchange transaction described above.. Future plans include the exploration,
development and production of oil and gas in the United States. Our current focus is to secure $1,400,000 in financing to increase
our holdings and develop our current oil and gas assets over the next twelve months.
On October
29, 2010 the Company changed its corporate name to Tiger Oil and Energy, Inc.
On
October 27, 2010 Tiger Oil and Energy, Inc. (TGRO) entered into a co-development agreement with Black Hawk Exploration, in which
the Company, after an investment of $400,000 by TGRO in a new well in Black Hawk’s Cowley County lease, the Company will
earn a 40% working interest in the # 1 Baker well, BHWX will receive a 50% interest in the new well and TGRO will have the right
to participate in the 9 well rework program at the Cowley Prospect. BHWX will receive a 20% interest in any other new well TGRO
drills on Black Hawk’s current or future Cowley County, Kansas leases and Black Hawk has the option to invest in each additional
new well drilled by TGRO on a prorated basis up to an additional 30%.
On November
29, 2010 the Company expanded its original agreement and entered into a joint venture agreement with Black Hawk Exploration covering
approximately 2,553 acres of oil and gas leases in Cowley County, Kansas. BHWX owns 100% of the leases within the Prospect Area
and has an undivided 81.5% working interest in and to the oil and gas leases and their previous 10 shut-in oil and gas wells.
The
joint agreement includes in one shut-in oil/gas well, the #1 Baker, located on the Keith Baker lease. Also subject to joint development
is a 100% interest in 9 other oil wells previously shut-in. The Company’s program calls for re-working all 10 locations
directly or in joint venture with Black Hawk and returning all of them to cash flow production.
Our current
focus is to secure $1,400,000 in financing to increase our holdings and develop our current oil and gas assets over the next twelve
months.
Revenues
Revenues
from continuing operations for the years ended December 31, 2014 and 2013 were $-0.
Operating
Expenses
Operating
expenses for the year ended December 31, 2014 and 2013 were $62,546 and $49,782, respectively. The majority of these expenses
related to general and administrative expenses totaling $61,587 and $47,290 for the 2014 and 2013 fiscal years, respectively.
The Company also recognized accretion expense of $959 and $2,492, during the years ended December 31, 2014 and 2013, respectively.
Other
Income (Expenses)
During
the years ended December 31, 2014 and 2013 the Company recognized interest expense in the amount of $426,613 and $2,664,
respectively. The increase in interest expense was due to new convertible notes entered into in 2014. The Company also
recognized a gain on forgiveness of debt totaling $2,450 in 2014. Additionally, the Company recognized a loss on sale of oil
and gas leases totaling $31,866 and a gain on derivative liability of $2,635 in 2013.
Net
Loss
For the
years ended December 31, 2014 and 2013, the Company recognized net losses in the amounts of $486,709 and $17,945, respectively.
Liabilities
The
Company’s liabilities primarily consist of current amounts payable or accrued to trade creditors. At December 31, 2014
and 2013 the Company holds notes payable with outstanding balances of $596,912 (net of discount of $3,288) and $110,200,
respectively.
Liquidity
and Capital Resources
At December 31, 2014 the Company had negative working capital of
$620,095, compared to negative working capital of $132,345 in 2013.
As of December
31, 2014, the Company had $17,226 in current assets, consisting of $17,026 in cash, and deposits of $200, compared to $629 in
current assets at December 31, 2013, which consisted of cash of $69 and deposits of $200. Total liabilities at December 31, 2014
totaled $648,140 compared to $139,637 at December 31, 2013. The current liabilities at December 31, 2014 consisted of accounts
payable and accrued expenses of $34,409, accounts payable to related parties of 6,000, notes payable of $200, and convertible
notes payable, net of discounts, of $596,712. At December 31, 2013 the current liabilities consisted of accounts payable and accrued
expenses of $22,414, and notes payable of $110,200.
The
Company estimates that it will require $400,000 to accomplish its short-term goal of bringing shut-in wells back into production
and the company's sole source of liquidity to this point has been through the sale of common stock. Such funding that is required
to maintain liquidity will come in the form of equity sales of common stock.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk.
Not
applicable.
Item
8. Financial Statements and Supplementary Data.
The
Financial Statements are included at the end of the signature page.
Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item
9A(T). Controls and Procedures.
As
of December 31, 2014, under the direction of the Chief Executive Officer and Chief Financial Officer, the Company evaluated the
effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a — 15(e) under
the Securities Exchange Act of 1934, as amended. Based on the evaluation of these controls and procedures required
by paragraph (b) of Sec. 240.13a-15 or 240.15d-15 the disclosure controls and procedures have been found to be ineffective.
The Company
maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in our
reports filed under the securities Exchange Act, is recorded, processed, summarized, and reported within the time periods specified
by the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this
information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure.
Evaluation
of Internal Control Over Financial Reporting
Management
conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of Dec. 31, 2013. In
making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s
internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities,
(iv) information and communication, and (v) monitoring. In management’s assessment of the effectiveness of internal
control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) as required by Exchange Act Rule 13a-15(c), our management
concluded as of the end of the fiscal year covered by this Annual Report on Form 10-K that our internal control over financial
reporting is not effective.
As
defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit
of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting
Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that results more than
a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.
In connection with the assessment described above, management identified the following control deficiencies that represent material
weaknesses as of Dec. 31, 2014:
| i) |
Lack
of segregation of duties. At this time, our resources and size prevent us from being able to employ sufficient
resources to enable us to have adequate segregation of duties within our internal control system. Management will
periodically reevaluate this situation. |
| ii) |
Lack
of an independent audit committee. Although we have an audit committee it is not comprised solely of independent directors.
We may establish an audit committee comprised solely of independent directors when we have sufficient capital resources and
working capital to attract qualified independent directors and to maintain such a committee. |
| iii) |
Insufficient
number of independent directors. At the present time, our Board of Directors does not consist of a majority of independent
directors, a factor that is counter to corporate governance practices as set forth by the rules of various stock exchanges. |
Our
management determined that these deficiencies constituted material weaknesses. Due to a lack of financial resources,
we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able
to do so until we acquire sufficient financing to do so. We will implement further controls as circumstances, cash
flow, and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were
material weaknesses as identified in this report, we believe that our financial statements fairly present our financial position,
results of operations and cash flows for the years covered thereby in all material respects.
Changes
in Internal Control over Financial Reporting
There
was no change in our internal controls over financial reporting that occurred during the period covered by this report, that has
materially affected, or is reasonable likely to materially affect, our internal controls over financial reporting.
The
Company has not taken any steps at this time to address these weaknesses but expects to formulate a plan before fiscal year ending
December 31, 2015.
Item
9B. Other Information.
None
PART
III
Item
10. Directors, Executive Officers and Corporate Governance.
The
names, ages, and respective positions of the directors, officers, and significant employees of the Company are set forth below.
| Name | |
Position Held with the
Company | |
Age | |
Date First Elected
or Appointed |
| Kenneth Liebscher | |
President and Director | |
| 72 | | |
July 1, 2006 to present |
| Howard Bouch | |
Chief Financial Officer and Director Secretary Treasurer | |
| 70 | | |
January 12, 2007 to present |
Kenneth
B. Liebscher, President, CEO, Director and Chairman.
Ken
Liebscher is a 72-year-old international businessman with 40 years of securities and executive management experience. Mr.
Liebscher is a graduate of St. George’s School, Vancouver, B.C. and also attended the University of British Columbia. In
22 years with the world’s largest dental products manufacturer, Dentsply International Inc., Mr. Liebscher held several
positions culminating as the Manager of their West Coast Division, headquartered in San Francisco California. Mr. Liebscher was
recruited by a major Europe based competitor, Ivoclar Liechtenstein to lead their entry into the North American market and, within
two years, became Executive Vice President of Sales and Marketing and helped expand this company’s sales to $300,000,000
US before retiring.
Mr.
Liebscher became a director of a publicly held company called E.T.C. Industries Ltd. in 1992 and became President of its wholly
owned subsidiary, THE ELECTRIC CAR COMPANY and, in 1994, led a team that developed the MI 6 prototype electric car from the ground
up. Mr. Liebscher has served on the Board of Directors of Belmont Resources Inc., listed on the TSX Venture Exchange (BEA.V) from
1992 to October, 2009.
Howard
Bouch, CFO, Director
Howard
Bouch, age 70, is a Private Practice Chartered Accountant with over 37 years of Public and Private international experience.
Mr. Bouch originally qualified as a Chartered Accountant (English and Wales Institute) in 1968. Mr. Bouch joined Deloitte &
Co, Lusaka, Zambia from 1970 - 1972. Mr. Bouch joined Anglo American Corp, Zambia working as Head Office Chief Accountant for
Nchanga Consolidated Copper Mines (world’s 2nd largest) from 1972 - 1976. In 1976 Mr. Bouch returned to the UK and joined
Babcock and Wilcox, Engineers, Nottinghamshire, England as Chief Accountant for one of their subsidiaries. Mr. Bouch was Chief
Accountant of a private building firm in Cumbria, England from 1978 - 1984. In 1984 Mr. Howard Bouch established a Private Practice
as a Chartered Accountant and continues to provide professional services to Cumbrian firms to the present. Mr. Bouch is a Director
of Viavid Broadcasting Inc., a fully reporting, US Public Company, trading on the Pink Sheets under the symbol (VVDB) and Director
and CFO of Universal Potash Corp. (UPCO). He is also as Director and CFO of Black Hawk Exploration Inc., (BHWX) and Director and
CFO of Convenientcast, Inc. (CVCT).
The
Officers and Directors have not been involved in legal proceedings that impair their ability to perform their duties as Officers
and Directors.
Code
of Ethics
Effective
April 1, 2008, our company’s Board of Directors adopted a Code of Business Conduct and Ethics that applies to existing and
all new, among other persons, our company’s CEO, CFO and secretary (being our principal executive officer, principal financial
officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Business Conduct
and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
| 1. | Honest
and ethical conduct, including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships; |
| 2. | Full,
fair, accurate, timely, and understandable disclosure in reports and documents that we
file with, or submit to, the Securities and Exchange Commission and in other public communications
made by us; |
| 3. | Compliance
with applicable governmental laws, rules and regulations; |
| 4. | The
prompt internal reporting of violations of the Code of Business Conduct and Ethics to
an appropriate person or persons identified in the Code of Business Conduct and Ethics;
and |
| 5. | Accountability
for adherence to the Code of Business Conduct and Ethics. Our Code of Business Conduct
and Ethics requires, among other things, that all of our company’s Senior Officers
commit to timely, accurate and consistent disclosure of information; that they maintain
confidential information; and that they act with honesty and integrity. |
In
addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly Senior Officers, have a responsibility
for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal
and state securities laws. Any Senior Officer who becomes aware of any incidents involving financial or accounting manipulation
or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to
report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company
policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s
Code of Business Conduct and Ethics by another.
Our
Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission on May 15, 2008 as an Exhibit to our
Form10. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests
can be sent to: Tiger Oil and Energy, Inc, 7230 Indian Creek Ln., Ste 201, Las Vegas, NV 89149
Item
11. Executive Compensation.
The
following charts include compensation and options received by all Officers and Directors of the Company.
Officers
and Directors
Name
and
principal
position | |
Year | |
Salary
($) | |
Bonus
($) | |
Stock
Awards
($) | |
Option Awards | |
Non-
Equity
Incentive
Plan
Compensation
($) | |
Nonqualified
Deferred
Compensation
Earnings
($) | |
All Other
Compensation
($) | |
Totals
($) |
Kenneth
Liebscher | |
| 2014 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
0 | |
| 0 | | |
12,000 | |
| 12,000 | |
| | |
| 2013 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
0 | |
| 0 | | |
0 | |
| 0 | |
| Howard Bouch | |
| 2014 | | |
| | | |
| | | |
| 0 | | |
| 0 | | |
0 | |
| 0 | | |
12,000 | |
| 12,000 | |
| | |
| 2013 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
0 | |
| 0 | | |
0 | |
| 0 | |
OPTIONS
There
are no options granted.
For
the year ended December 31, 2014 and 2013 share-based compensation expense of $-0- and $-0- was recognized, respectively.
There
are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the corporation in
the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the corporation
or any of its subsidiaries.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The
owners of 5% or more of the Shares, as well as the officers and directors who own Shares as of December 31, 2014, are set forth
in the following chart:
| Title of Class | |
Name of Beneficial Owner | |
Amount and
Nature of
Beneficial Owner | |
Percent of
Class |
| Preferred Stock | |
Kenneth Liebscher, President/CEO And Director | |
| 20,000 | | |
| 47.6 | % |
| Preferred Stock | |
Howard Bouch, CFO and Director | |
| Nil | | |
| 0 | % |
| Common Stock | |
Kenneth Liebscher, President/CEO and Director | |
| 2,000,000 | | |
| 5 | % |
| Common Stock | |
All Officers and Directors as a group of Common Stock | |
| 2,000,000 | | |
| 5 | % |
Item
13. Certain Relationships and Related Transactions, and Director Independence.
Other than
as set forth in this Item 7, there are no relationships, transactions, or proposed transactions to which the registrant was or
is to be a party, in which any of the named persons set forth in Item 404 of Regulation SK had or is to have a direct or indirect
material interest.
During the 2014 and 2013 fiscal years, we paid our directors $1,000
per month for their services in that capacity. At December 31, 2014 we owed our two directors an aggregate of $6,000 in accrued
director fees.
From
time to time the Company enters into arrangements for the provision of services from one or more of its Directors, or companies
in which its Directors have a financial interest.
The company
has chosen to adopt NASD’s definition of independent director. Under such definition, Howard Bouch qualifies as an independent
director.
Item
14. Principal Accounting Fees and Services.
On
Nov. 2, 2009, the accounting firm of Sadler, Gibb & Associates, LLC was engaged as the Registrant’s independent registered
public account firm.
| | |
2014 | |
2013 |
| Audit Fees | |
$ | 9,500 | | |
$ | 9,500 | |
| Audit Related Fees | |
| — | | |
| — | |
| Tax Fees | |
| — | | |
| — | |
| All Other Fees | |
| — | | |
| — | |
| Total | |
$ | 9,500 | | |
$ | 9,500 | |
Services
rendered by Sadler Gibb & Associates for the year ended December 31, 2014 in connection with fees presented above were as
follows:
●
Audit fees consist of fees for professional services provided in connection with the audit of our consolidated financial statements,
the review of our quarterly consolidated financial statements and the audit of the effectiveness of our internal control over
financial reporting.
POLICY
ON AUDIT COMMITTEE
Among
its other duties, the Audit Committee is solely responsible for the appointment, compensation and oversight of the audit and permissible
non-audit services provided by our independent registered public accounting firm. Pursuant to the Audit Committee’s charter,
the Chairman of the Audit Committee has been delegated responsibility to review and pre-approve audit and permissible non-audit
services to be provided by our independent registered public accounting firm. The Chairman of the Audit Committee then reports
such pre-approvals to the full Audit Committee at its next regularly scheduled meeting. In accordance with this pre-approval policy,
management communicates, on an ongoing basis, specific projects and categories of service for which the advance approval of the
Audit Committee is requested. The Audit Committee Chairman reviews these requests and advises management whether the engagement
of the independent registered public accounting firm is approved. On a periodic basis, management subsequently reports to the
Audit Committee regarding the actual spending for particular projects and in connection with categories of services.
Management
is responsible for the financial reporting process, including the system of internal controls, and for the preparation of consolidated
financial statements in accordance with accounting principles generally accepted in the United States. The Company’s independent
registered public accounting firm is responsible for auditing those financial statements. The members of the Audit Committee are
not professionally engaged in the practice of accounting or auditing and their functions are not intended to duplicate or to certify
the activities of management and the independent registered public accounting firm. Rather, the members of the Audit Committee
rely, without independent verification, on the information provided to them and on the representations made by management and
the independent registered public accounting firm.
Notwithstanding
anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate filings made by the Company, including
this proxy statement, in whole or in part, the following Audit Committee Report shall not be deemed to be “soliciting material”
or to be incorporated by reference into any prior or future filings made by the Company.
We
have reviewed and discussed with management the Company’s audited consolidated financial statements as of and for the year
ended December 31, 2014.
Based
on the reviews and discussions with the audit group, we have recommended to the Board that the audited consolidated financial
statements referred to above be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2014.
Audit
Chairman
Howard
Bouch
PART
IV
Item
15. Exhibits, Financial Statement Schedules.
Exhibits:
Exhibit
No. |
Document |
Location |
| |
|
|
| 3.1 |
Articles of Incorporation |
Previously filed* |
| |
|
|
| 3.2 |
Articles of Amendment
– Allwest |
Previously filed* |
| |
|
|
| 3.3 |
Articles of Amendment
– Lyons Capital |
Previously filed* |
| |
|
|
| 3.4 |
Articles of Amendment
– UTEC |
Previously filed* |
| |
|
|
| 3.5 |
Articles of Amendment
– Share Increase |
Previously filed** |
| |
|
|
| 3.6 |
Bylaws |
Previously filed*
(As Exhibit 3.5) |
| |
|
|
| 14.1 |
Code of Business
Conduct and Ethics |
Previously filed* |
| |
|
|
| 31.1 |
Rule 13a-41(a)/15d-14(a)
Certificates |
|
| |
|
|
| 31.2 |
Rule 13a-41(a)/15d-14(a)
Certificates |
|
| |
|
|
| 32.1 |
Section 1350 Certifications |
|
| |
|
|
| 32.2 |
Section 1350 Certifications |
|
*Previously
filed on May 14, 2008 as exhibits to Form 10-12G.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Tiger
Oil and Energy, Inc
| /s/
Kenneth B Liebscher |
|
/s/
Howard Bouch |
|
| |
|
|
|
| Kenneth
B. Liebscher, Director & CEO |
Howard
Bouch, CFO |
Date
April 23, 2015
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
| |
|
|
|
|
|
|
| /s/
Kenneth Liebscher |
|
April
23, 2015 |
|
|
|
| Kenneth
Liebscher, |
|
Date |
|
|
|
| President, CEO,
Director |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| /s/
Howard Bouch |
|
April
23, 2015 |
|
|
|
| Secretary,
Treasurer, CFO, Director |
|
Date |
|
|
|
| |
|
|
|
|
|
|
|
|
TIGER
OIL AND ENERGY, INC.
AUDIT REPORT OF INDEPENDENT ACCOUNTANTS
AND
CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2014 and 2013
| | |
Page(s) |
| Report of Independent Registered Public Accounting
Firm | |
| F-1 | |
| | |
| | |
| Condensed
Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013 | |
| F-2 | |
| | |
| | |
| Condensed
Consolidated Statements of Operations for the years ended December 31, 2014 and 2013 | |
| F-3 | |
| | |
| | |
| Consolidated
Statements of Stockholders Deficit | |
| F-4 | |
| | |
| | |
| Consolidated
Statements of Cash Flows for the years ended December 31, 2014 and 2013 | |
| F-5 | |
| | |
| | |
| Notes
to the Financial Statements | |
| F-7 | |
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors
Tiger Oil and Energy, Inc.
We have audited the accompanying
balance sheets of Tiger Oil and Energy, Inc. (the Company) as of December 31, 2014 and 2013 and the related statements of operations,
stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion the financial statements
referred to above present fairly, in all material respects, the financial position of Tiger Oil and Energy, Inc. as of December
31, 2014 and 2013, and the results of their operations and cash flows for the years then ended, in conformity with U.S. generally
accepted accounting principles.
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements,
the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs as of December 31, 2014
which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters
are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Sadler, Gibb & Associates, LLC
Salt Lake City, UT
28 April, 2015
| TIGER OIL AND ENERGY, INC. |
| Consolidated Balance Sheets |
| | |
| |
|
| | |
December 31, |
| | |
2014 | |
2013 |
| | |
| |
|
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT ASSETS | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 17,026 | | |
$ | 69 | |
| Prepaid expenses and deposits | |
| 200 | | |
| 200 | |
| | |
| | | |
| | |
| Total Current Assets | |
| 17,226 | | |
| 269 | |
| | |
| | | |
| | |
| OTHER ASSETS | |
| | | |
| | |
| Oil and gas properties, net (full cost method) | |
| 404,837 | | |
| — | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 422,063 | | |
$ | 269 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| CURRENT LIABILITIES | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 34,409 | | |
$ | 22,414 | |
Accounts payable - related party
| |
| 6,000 | | |
| — | |
| Notes payable | |
| 200 | | |
| 110,200 | |
| Convertible note payable, net of discount of | |
| | | |
| | |
| $3,288 and $-0-, respectively | |
| 596,712 | | |
| — | |
| | |
| | | |
| | |
| Total Current Liabilities | |
| 637,321 | | |
| 132,614 | |
| | |
| | | |
| | |
| LONG-TERM LIABILITIES | |
| | | |
| | |
| Asset retirement obligation | |
| 10,819 | | |
| 7,023 | |
| | |
| | | |
| | |
| Total Long-Term Liabilities | |
| 10,819 | | |
| 7,023 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES | |
| 648,140 | | |
| 139,637 | |
| | |
| | | |
| | |
| STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| Preferred stock - 1,000,000 shares authorized, | |
| | | |
| | |
| $0.001 par value; 42,013 issued and outstanding | |
| 42 | | |
| 42 | |
| Common stock - 74,000,000 shares authorized, | |
| | | |
| | |
| $0.001 par value; 42,728,159 issued and outstanding | |
| 42,728 | | |
| 42,728 | |
| Additional paid-in capital | |
| 4,675,176 | | |
| 4,275,176 | |
| Accumulated deficit | |
| (4,944,023 | ) | |
| (4,457,314 | ) |
| | |
| | | |
| | |
| Total Stockholders' Deficit | |
| (226,077 | ) | |
| (139,368 | ) |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND STOCKHOLDERS' | |
| | | |
| | |
| DEFICIT | |
$ | 422,063 | | |
$ | 269 | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| The accompanying notes are an integral part of these consolidated financial statements. |
| TIGER OIL AND ENERGY, INC. |
| Consolidated Statements of Operations |
| | |
| |
|
| | |
| |
|
| | |
For the Years Ended |
| | |
December 31, |
| | |
2014 | |
2013 |
| | |
| |
|
| REVENUES | |
$ | — | | |
$ | — | |
| | |
| | | |
| | |
| OPERATING EXPENSES | |
| | | |
| | |
| Accretion expense | |
| 959 | | |
| 2,492 | |
| General and administrative | |
| 61,587 | | |
| 47,290 | |
| | |
| | | |
| | |
| Total Operating Expenses | |
| 62,546 | | |
| 49,782 | |
| | |
| | | |
| | |
| LOSS FROM OPERATIONS | |
| (62,546 | ) | |
| (49,782 | ) |
| | |
| | | |
| | |
| OTHER INCOME (EXPENSE) | |
| | | |
| | |
| Interest expense | |
| (426,613 | ) | |
| (2,664 | ) |
| Gain on forgiveness of debt | |
| 2,450 | | |
| — | |
| Gain (loss) on derivative liability | |
| — | | |
| 2,635 | |
| Gain on sale of oil and gas leases | |
| — | | |
| 31,866 | |
| | |
| | | |
| | |
| Total Other Income (Expense) | |
| (424,163 | ) | |
| 31,837 | |
| | |
| | | |
| | |
| LOSS BEFORE TAXES | |
| (486,709 | ) | |
| (17,945 | ) |
| Provision for income taxes | |
| — | | |
| — | |
| | |
| | | |
| | |
| NET LOSS | |
$ | (486,709 | ) | |
$ | (17,945 | ) |
| | |
| | | |
| | |
| BASIC AND DILUTED LOSS PER SHARE | |
$ | (0.01 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | |
| BASIC AND DILUTED WEIGHTED AVERAGE NUMBER | |
| | | |
| | |
| OF SHARES OUTSTANDING | |
| 42,728,159 | | |
| 47,181,711 | |
| | |
| | | |
| | |
| The accompanying notes are a integral part of these consolidated financials statements. |
| TIGER OIL AND ENERGY, INC. |
| Consolidated Statement of Stockholders' Deficit |
| | |
| |
| |
| |
| |
| |
| |
|
| | |
| |
| |
| |
| |
| |
| |
|
| | |
| |
| |
| |
| |
Additional | |
| |
|
| | |
Preferred Stock | |
Common Stock | |
Paid-In | |
Accumulated | |
|
| | |
Shares | |
Amount | |
Shares | |
Amount | |
Capital | |
Deficit | |
Total |
| | |
| |
| |
| |
| |
| |
| |
|
| Balance, December 31, 2012 | |
| 42,013 | | |
| 42 | | |
| 42,728,159 | | |
| 42,728 | | |
| 4,222,139 | | |
| (4,439,369 | ) | |
| (174,460 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gain on sale of oil and gas | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| leases to a related party | |
| — | | |
| — | | |
| — | | |
| — | | |
| 42,005 | | |
| — | | |
| 42,005 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Write-off of derivative due | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| to extinguishment of debt | |
| — | | |
| — | | |
| — | | |
| — | | |
| 669 | | |
| — | | |
| 669 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Forgivness of debt | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,354 | | |
| — | | |
| 3,354 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Write off asset retirement obligation | |
| — | | |
| — | | |
| — | | |
| — | | |
| 7,009 | | |
| — | | |
| 7,009 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss for the year ended | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| December 31, 2013 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (17,945 | ) | |
| (17,945 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, December 31, 2013 | |
| 42,013 | | |
$ | 42 | | |
| 42,728,159 | | |
$ | 42,728 | | |
$ | 4,275,176 | | |
$ | (4,457,314 | ) | |
$ | (139,368 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Beneficial conversion on | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| convertible note payable | |
| — | | |
| — | | |
| — | | |
| — | | |
| 400,000 | | |
| — | | |
| 400,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss for the year ended | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| December 31, 2014 | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (486,709 | ) | |
| (486,709 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, December 31, 2014 | |
| 42,013 | | |
$ | 42 | | |
| 42,728,159 | | |
$ | 42,728 | | |
$ | 4,675,176 | | |
$ | (4,944,023 | ) | |
$ | (226,077 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| The accompanying notes are an integral part of these consolidated financial statements. |
| TIGER OIL AND ENERGY, INC. |
| Consolidated Statements of Cash Flows |
| |
| | |
| |
|
| | |
For the Years Ended |
| | |
December 31, |
| | |
2014 | |
2013 |
| OPERATING ACTIVITIES | |
| | | |
| | |
| Net loss | |
$ | (486,709 | ) | |
$ | (17,945 | ) |
| Adjustments to Reconcile Net Loss to Net | |
| | | |
| | |
| Cash Used by Operating Activities: | |
| | | |
| | |
| Accretion expense | |
| 959 | | |
| 2,492 | |
| Amortization of debt discount | |
| 396,712 | | |
| — | |
| Change in derivative liability | |
| — | | |
| (2,635 | ) |
| Loss (Gain) on sale of oil and gas leases | |
| — | | |
| (31,866 | ) |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
| 11,995 | | |
| — | |
Accounts payable - related party
| |
| 6,000 | | |
| 12,387 | |
| | |
| | | |
| | |
| Net Cash Used in Operating Activities | |
| (71,043 | ) | |
| (37,567 | ) |
| | |
| | | |
| | |
| INVESTING ACTIVITIES | |
| | | |
| | |
| Capitalized oil and gas development costs | |
| (402,000 | ) | |
| — | |
| | |
| | | |
| | |
| Net Cash Used in Investing Activities | |
| (402,000 | ) | |
| — | |
| | |
| | | |
| | |
| FINANCING ACTIVITIES | |
| | | |
| | |
| Proceeds from note payable | |
| — | | |
| 37,500 | |
| Repayments on note payable | |
| (110,000 | ) | |
| — | |
| Proceeds from convertible debt | |
| 600,000 | | |
| — | |
| | |
| | | |
| | |
| Net Cash Provided by Financing Activities | |
| 490,000 | | |
| 37,500 | |
| | |
| | | |
| | |
| NET INCREASE (DECREASE) IN CASH | |
$ | 16,957 | | |
$ | (67 | ) |
| CASH AT BEGINNING OF PERIOD | |
| 69 | | |
| 136 | |
| | |
| | | |
| | |
| CASH AT END OF PERIOD | |
$ | 17,026 | | |
$ | 69 | |
| | |
| | | |
| | |
| The accompanying notes are an integral part of these consolidated financial statements. |
| TIGER OIL AND ENERGY, INC. |
| Consolidated Statements of Cash Flows |
| | |
| |
|
| | |
| |
|
| | |
For the Years Ended |
| | |
December 31, |
| | |
2014 | |
2013 |
| | |
| |
|
| SUPPLEMENTAL DISCLOSURES OF | |
| | | |
| | |
| CASH FLOW INFORMATION | |
| | | |
| | |
| | |
| | | |
| | |
| CASH PAID FOR: | |
| | | |
| | |
| Income taxes | |
$ | 3,333 | | |
$ | — | |
| Interest | |
| — | | |
| — | |
| | |
| | | |
| | |
| NON-CASH FINANCING AND INVESTING ACTIVITIES: | |
| | | |
| | |
| Sale of oil and gas leases to related | |
| | | |
| | |
| party in exchange for forgiveness of debt | |
$ | — | | |
$ | 37,123 | |
| Beneficial conversion on convertible note | |
$ | 400,000 | | |
$ | — | |
Asset retirement obligations
| |
$ | 2,837 | | |
$ | — | |
| | |
| | | |
| | |
| The accompanying notes are an integral part of these consolidated financial statements. |
TIGER
OIL AND ENERGY, INC.
Notes to
Consolidated Financial Statements
December 31, 2014 and 2013
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
Activity
Tiger
Oil and Energy, Inc., formerly UTeC, Inc., is a Nevada corporation organized on November 8, 1993 as a “For Profit”
corporation for the purpose of engaging in any lawful activity. On January 10, 2007, the Company purchased 100%
of the shares of UTeC Corporation, Inc. In 2007, the Company licensed technology covering the use of cold plasma
oxidizer technology for the destruction of solid and liquid hazardous chemicals and biologicals. During 2007 and 2008, the
Company worked to validate the technology and prepare a business plan for its commercialization.
In
April 2009, the Company divested its commercial explosives development, analysis, testing and manufacturing business to eliminate
the need to inject new capital into the Company to support this business, and concentrate on raising the funds necessary to commercialize
its hazardous waste destruction business. At this time, the Company re-entered the development stage.
Prior to the divestiture, the Company’s
business was to offer state of the art testing and analysis to clients worldwide. The Company operated a chemical research
and development laboratory near Riverton, Kansas, which specialized in commercial explosives development and analysis. The Company
also operated a destructive test facility near Hallowell, Kansas, which specialized in determining the detonating characteristics
of commercial explosives.
On October 1, 2009 the Company entered into
an agreement to purchase 100% of the outstanding shares of C2R Energy Commodities, Inc., a Nevada corporation, in exchange for
4,050,000 shares of the Company’s restricted common stock. The Company entered into this agreement due primarily
to the fact that C2R owned certain intellectual property that the Company wished to acquire.
On October 29, 2010, the Company acquired all
of the membership interest in Jett Rink Oil, LLC (“Jett Rink”) in exchange for 10,000,000 shares of the Company’s
Common Stock. Jett Rink is involved in the business relating to the exploration, development and production of oil and
gas in the United States. At the closing of the Exchange Agreement, Jett Rink became a wholly-owned subsidiary of the Company and
the Company acquired the business and operations of Jett Rink.
Basis of Presentation
The accompanying audited consolidated financial
statements and related notes include the activity of the Company and its two wholly-owned subsidiaries, C2R Energy Commodities,
Inc. and Jett Rink Oil, LLC and have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) and with the rules and regulations of the United States Securities and Exchange Commission
(“SEC”) to Form 10-K. All inter-company balances and transactions have been eliminated.
Reclassification
Certain
amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These
reclassifications had no effect on reported losses.
Consolidation
The accompanying consolidated financial statements included all of the accounts of the Company and its
wholly-owned subsidiaries, C2R, Inc., a Nevada Corporation, and Jett Rink Oil, LLC, a Kansas Limited Liability Company. All intercompany
transactions have been eliminated.
TIGER
OIL AND ENERGY, INC.
Notes to
Consolidated Financial Statements
December 31, 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Accounting
Method
The
Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a
December 31 year-end.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Cash
and Cash Equivalents
For
purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three
months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company
at times may maintain a cash balance in excess of insured limits.
Property,
Plant and Equipment
Property
and equipment are stated at cost. Major additions and improvements are capitalized in the month following the month
in which the assets or improvement are deemed to be placed in service. Maintenance and repairs are expensed as incurred. Upon
disposition, the net book value is eliminated from the accounts, with the resultant gain or loss reflected in operations. Depreciation
expense is computed on a straight-line basis over the estimate useful lives of the assets as follows:
| Building
and leasehold improvements |
10-25
years |
| Machinery
and equipment |
5
years |
| Furniture
and fixtures |
3-7
years |
The
Company periodically assesses the recoverability of property, plant and equipment and evaluates such assets for impairment whenever
events or changes in circumstances indicate that the net carrying amount of an asset may not be recoverable. Asset impairment
is determined to exist if estimated future cash flows, undiscounted and without interest charges, are less than the net carrying
amount.
Impairment
of Long-Lived Assets
The
Company follows the provisions of ASC 360 for its long-lived assets. The Company’s long-lived assets, which include
test equipment and purchased intellectual property rights, are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
The
Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated
with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective
carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair
value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If
long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than
originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated
useful lives.
No
impairment expense was recognized for the years ended December 31, 2014 and 2013.
TIGER
OIL AND ENERGY, INC.
Notes to
Consolidated Financial Statements
December 31, 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair
Value of Financial Instruments
The
fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices
and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair
value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization
within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The
fair value hierarchy is defined into the following three categories:
Level
1: Quoted market prices in active markets for identical assets or liabilities
Level
2: Observable market-based inputs or inputs that are corroborated by market data
Level
3: Unobservable inputs that are not corroborated by market data
Stock-based
Compensation
The
Company adopted ASC 718 effective January 1, 2006 using the modified prospective method. Under this transition method, stock
compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1,
2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 718.
Provision
for Taxes
The
Company applies ASC 740, which requires the asset and liability method of accounting for income taxes. This method
requires that the current or deferred tax consequences of all events recognized in the financial statements be measured by
applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future
years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its
deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be
recovered.
The
Company adopted ASC 740, at the beginning of fiscal year 2008. This interpretation requires recognition and measurement of uncertain
tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax
positions. The adoption of ASC 740 had no material impact on the Company’s financial statements.
Basic
and Diluted Loss per Share
Basic
and diluted loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted
average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net
income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt
or equity. There were 1,200,000 such common stock equivalents outstanding as of December 31, 2014.
TIGER
OIL AND ENERGY, INC.
Notes to
Consolidated Financial Statements
December 31, 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Reporting
Segments
ASC
280 establishes standards for the way that public enterprises report information about operating segments in annual financial
statements and requires reporting of selected information about operating segments in interim financial statements regarding products
and services, geographic areas and major customers. ASC 280 defines operating segments as components of an enterprise about which
separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how
to allocate resources and in assessing performances. Currently, ASC 280 has no effect on the Company’s consolidated
financial statements as substantially all of the Company’s operations are conducted in one industry segment.
Oil and
Gas Properties
The
Company uses the full cost method of accounting for oil and natural gas properties. Under this method, all acquisition, exploration
and development costs, including certain payroll, asset retirement costs, other internal costs, and interest incurred for the
purpose of finding oil and natural gas reserves, are capitalized. Internal costs that are capitalized are directly attributable
to acquisition, exploration and development activities and do not include costs related to production, general corporate overhead
or similar activities. Costs associated with production and general corporate activities are expensed in the period incurred.
Proceeds from the sale of oil and natural gas properties are applied to reduce the capitalized costs of oil and natural gas properties
unless the sale would significantly alter the relationship between capitalized costs and proved reserves, in which case a gain
or loss is recognized.
Capitalized
costs associated with impaired properties and capitalized costs related to properties having proved reserves, plus the
estimated future development costs, and asset retirement costs under Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) Topic 410 “Asset Retirement and
Environmental Obligations” (FASB ASC 410), are amortized using the unit-of-production method based on proved
reserves. Capitalized costs of oil and natural gas properties, net of accumulated amortization and deferred income taxes, are
limited to the total of estimated future net cash flows from proved oil and natural gas reserves, discounted at ten percent,
plus the cost of unevaluated properties. Under certain specific conditions, companies could elect to use
subsequent prices for determining the estimated future net cash flows. The use of subsequent pricing is no longer allowed.
There are many factors, including global events that may influence the production, processing, marketing and price of oil and
natural gas. A reduction in the valuation of oil and natural gas properties resulting from declining prices or production
could adversely impact depletion rates and capitalized cost limitations. Capitalized costs associated with properties that
have not been evaluated through drilling or seismic analysis, including exploration wells in progress at December 31, 2014,
are excluded from the unit-of-production amortization. Exclusions are adjusted annually based on drilling results and
interpretative analysis.
Sales
of oil and natural gas properties are accounted for as adjustments to the net full cost pool with no gain or loss recognized,
unless the adjustment would significantly alter the relationship between capitalized costs and proved reserves. If it is determined
that the relationship is significantly altered, the corresponding gain or loss will be recognized in the statements of operations.
Costs
of oil and gas properties are depleted using the unit-of-production method. For the years ended December 31, 2014 and 2013, the
Company recognized $-0- of depletion expense related to oil and gas production during the period.
TIGER
OIL AND ENERGY, INC.
Notes to
Consolidated Financial Statements
December 31, 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Ceiling
Test
In
applying the full cost method, the Company performs an impairment test (ceiling test) at each reporting date, whereby the carrying
value of property and equipment is compared to the value of its proved reserves discounted at a ten percent interest rate of future
net revenues, based on current economic and operating conditions, plus the cost of properties not being amortized, plus the lower
of cost or fair market value of unproved properties included in costs being amortized, less the income tax effects related to
book and tax basis differences of the properties. During the years ended December 31, 2014 and 2013, the Company had
recorded $-0- of impairment expense in connection with the full cost ceiling test calculation.
Asset
Retirement Obligation
The
Company follows ASC 410, Asset Retirement and Environmental Obligations which requires entities to record the fair value of a
liability for asset retirement obligations (“ARO”) and recorded a corresponding increase in the carrying amount of
the related long-lived asset. The asset retirement obligation primarily relates to the abandonment of oil and gas properties.
The present value of the estimated asset retirement cost is capitalized as part of the carrying amount of oil and gas properties
and is depleted over the useful life of the asset. The settlement date fair value is discounted at our credit adjusted risk-free
rate in determining the abandonment liability. The abandonment liability is accreted with the passage of time to its expected
settlement fair value. Revisions to such estimates are recorded as adjustments to ARO are charged to operations in the period
in which they become known. At the time the abandonment cost is incurred, the Company is required to recognize a gain or loss
if the actual costs do not equal the estimated costs included in ARO.
The
ARO is based upon numerous estimates and assumptions, including future abandonment costs, future recoverable quantities of oil
and gas, future inflation rates, and the credit adjusted risk free interest rate.
Recent
Accounting Pronouncements
In
June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting
Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates
the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP
for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments
are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early
adoption is permitted. Accordingly, the Company has adopted this standard as of December 31, 2014.
Management
has considered all other recent accounting pronouncements issued since the last audit of its consolidated financial statements.
The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s
consolidated financial statements.
NOTE
2 - GOING CONCERN
The
Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable
to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue
as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital
to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced
to cease operations.
TIGER
OIL AND ENERGY, INC.
Notes to
Consolidated Financial Statements
December 31, 2014 and 2013
NOTE
2 - GOING CONCERN (Continued)
In
order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan
is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet
its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that
the Company will be successful in accomplishing any of its plans.
The
ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described
in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE
3 - OIL AND GAS PROPERTIES
On
April 3, 2014, the Company signed an election to participate in the first of three wells with Toto Energy, LLC in Cowley County,
Kansas. The Company will earn a 30 percent working interest and a 24.45 percent net royalty interest in the well. As of December 31, 2014, the Company has capitalized $213,000 of cash payments made to commence operations development of the well.
On
May 10, 2014, the Company signed an election to participate in the second of three wells with Toto Energy, LLC in Cowley County,
Kansas. The Company will earn a 30 percent working interest and a 24.45 percent net royalty interest in the well. As of December 31, 2014, the Company has capitalized $189,000 of cash payments made to commence operations development of the well.
Oil
and gas properties are stated at cost. The Company recognized impairment expense totaling $65,540 during the year ended December
31, 2013. As of December 31, 2014 and December 31, 2013, oil and gas properties, net consisted of the following:
| | |
December 31,
2014 | |
December 31,
2013 |
| | |
| |
|
| Unproved properties | |
$ | 467,540 | | |
$ | 65,540 | |
| Impairment of oil and gas leases | |
| (65,540 | ) | |
| (65,540 | ) |
| | |
| | | |
| | |
| Oil and gas properties, net | |
$ | 402,000 | | |
$ | — | |
NOTE
4 - CONVERTIBLE NOTES PAYABLE
On
January 3, 2014, the Company received $600,000 in connection with a convertible note financing commitment, the terms of which
call for the Company to receive three tranches of $200,000 each on a callable convertible note wherein the Company borrows the
sum at five percent interest for one year and the investor can elect to continue to receive the interest on the note or have the
Company issue the investor shares of common stock of the Company at $0.50 per share to retire the debt. The notes came due on December 12, 2014, and as of December 31, 2014 the notes were in default. At December
31, 2014 accrued interest on the notes totaled $29,616.
The
Company analyzed the convertible debts under ASC 470-20 and determined that a beneficial conversion feature existed at execution.
The intrinsic value of the beneficial conversion feature was determined to be $400,000 and was recorded as additional paid-in
capital with an offset to debt discounts. During the year ended December 31, 2014, $396,712 of the debt discount was amortized
to interest expense, leaving an ending debt discount balance of $3,288.
TIGER
OIL AND ENERGY, INC.
Notes to
Consolidated Financial Statements
December 31, 2014 and 2013
NOTE
5 – ASSET RETIREMENT OBLIGATIONS
The
total future asset retirement obligation is estimated by management based on the Company’s net working interests in all
wells and facilities, estimated costs to reclaim and abandon wells and facilities and the estimated timing of the costs to be
incurred in future periods. At December 31, 2014 and 2013, the Company estimated the undiscounted cash flows related to asset
retirement obligation to total approximately $105,000 and $96,500, respectively. The actual costs to settle the obligation are
expected to occur in approximately 25 years. Through December 31, 2014, the Company established an asset retirement obligation
of $9,860 for the wells acquired by the Company, which was capitalized to the value of the oil and gas properties. The fair value
of the liability at December 31, 2014 and 2013 is estimated to be $10,819 and $7,023, respectively, using risk free rates between
2.48 and 4.24 percent and inflation rates between 2.75 and 4.20 percent. Total accretion expense on the asset retirement obligation
was $959 and 2,492 in 2014 and 2013, respectively.
Changes
to the asset retirement obligation for the years ended December 31, 2014 and 2013 were as follows:
| | |
December 31,
2014 | |
December 31,
2013 |
| | |
| |
|
| Balance, beginning of year | |
$ | 7,023 | | |
$ | 48,957 | |
| Liabilities incurred | |
| 2,837 | | |
| — | |
| Disposal | |
| — | | |
| (44,426 | ) |
| Accretion expense | |
| 959 | | |
| 2,492 | |
| Balance, end of year | |
$ | 10,819 | | |
$ | 7,023 | |
NOTE
6 - STOCKHOLDERS’ DEFICIT
The
Company has 1,000,000 preferred shares authorized at a par value of $0.001 and 74,000,000 common shares authorized at par value
of $0.001. As of December 31, 2014 the Company has 42,013 shares of preferred stock and 42,728,159 shares of common
stock issued and outstanding.
During
the year ended December 31, 2013 the Company (1) recorded a gain on sale of assets and wrote off a pro-rata portion of asset retirement
obligations in connection with the sale of oil and gas properties to a related party that was recorded to additional paid-in capital
of $42,005 and $7,009, respectively; (2) was forgiven of $3,354 of debt owed to a related party that was recorded to additional
paid in capital, and (3) recorded additional paid-in capital of $669 which represented the remaining derivative liability outstanding
on convertible notes payable at the time of extinguishment of debt in exchange for the sale of oil and gas properties.
TIGER
OIL AND ENERGY, INC.
Notes to
Consolidated Financial Statements
December 31, 2014 and 2013
NOTE
7 - INCOME TAXES
No
provision has been made in the financial statements for income taxes because the Company has accumulated losses from operations
since inception. Any deferred tax benefit arising from the operating loss carried forward is offset entirely by a valuation
allowance since it is currently not likely that the Company will be significantly profitable in the near future to take advantage
of the losses. The provision for income taxes consists of the following:
| | |
For the Years Ended |
| | |
December 31, |
| | |
2014 | |
2013 |
| Current taxes | |
$ | (166,501 | ) | |
$ | (6,101 | ) |
| Change in derivative liability | |
| — | | |
| (896 | ) |
| Valuation allowance | |
| 166,501 | | |
| 6,997 | |
| Total provision for income taxes | |
$ | — | | |
$ | — | |
The
income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates
of 34% to pretax income from continuing operations for the years ended December 31, 2014 and 2013 due to the
following:
| | |
December 31, |
| | |
2014 | |
2013 |
| Loss carry forwards (expire through 2034) | |
$ | 1,396,660 | | |
$ | 916,555 | |
| | |
| | | |
| | |
| Total gross deferred tax asset | |
| 904,988 | | |
| 338,450 | |
| Valuation allowance | |
| (491,672 | ) | |
| (398,450 | ) |
| Net deferred taxes | |
$ | — | | |
$ | — | |
At
December 31, 2014, the Company had net operating loss carry forwards of approximately $1,396,660 that may be offset against future
taxable income through 2034. The Company adopted the provisions of ASC 740 at the beginning of fiscal year 2008. As
a result of this adoption, the Company has not made any adjustments to deferred tax assets or liabilities. The Company did not
identify any material uncertain tax positions on returns that have been filed or that will be filed. The Company has not had operations
resulting in net income and is carrying a large Net Operating Loss as disclosed above. Since it is not thought that this
Net Operating Loss will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would
be no effect on the financial statements.
NOTE
8 - SUBSEQUENT EVENTS
In
accordance with ASC 855-10, Company management reviewed all material events through the date of this report and there are no material
subsequent events to report.
Exhibit
31.1
CERTIFICATION
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Kenneth
B Liebscher certify that:
| 1. |
I
have reviewed this annual report of Tiger Oil and Energy, Inc.. |
| |
|
|
| 2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
| |
|
|
| 3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods
presented in this report; |
| |
|
|
| 4. |
The
Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(3)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have: |
| |
|
|
| |
a) |
Designed such
disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Registrant, including its subsidiaries, is made known to us by others
within those entities, particularly during the period in which the report is being prepared; |
| |
|
|
| |
b) |
Designed such
internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
| |
|
|
| |
c) |
Evaluated the
effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and |
| |
|
|
| |
d) |
Disclosed in this
report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s
most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting;
and |
| |
|
|
| 5. |
The
Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors
(or persons performing the equivalent functions): |
| |
|
|
| |
a) |
All significant
deficiencies and material weaknesses in the design of operation of internal control over financial reporting which are reasonably
likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information;
and |
| |
|
|
| |
b) |
Any fraud, whether
or not material, that involves management or other employees who have a significant role in the Registrant’s internal
control over financial reporting. |
Date:
April 23, 2015
| /s/
Kenneth B Liebscher |
|
| Kenneth
B Liebscher CEO |
Exhibit
31.2
CERTIFICATION
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Howard
Bouch, certify that:
| 1. |
I
have reviewed this annual report of Tiger Oil and Energy, Inc |
| |
|
| 2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
| |
|
| 3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods
presented in this report; |
| |
|
| 4. |
The
Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(3)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have: |
| |
|
| |
a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Registrant, including its subsidiaries, is made known to us by others
within those entities, particularly during the period in which the report is being prepared; |
| |
|
|
| |
b) |
Designed such
internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
| |
|
|
| |
c) |
Evaluated the
effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and |
| |
|
|
| |
d) |
Disclosed in this
report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s
most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting;
and |
| |
|
|
| 5. |
The
Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors
(or persons performing the equivalent functions): |
| |
|
| |
a) |
All significant
deficiencies and material weaknesses in the design of operation of internal control over financial reporting which are reasonably
likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information;
and |
| |
|
|
| |
b) |
Any fraud, whether
or not material, that involves management or other employees who have a significant role in the Registrant’s internal
control over financial reporting. |
Date:
April 23, 2015
| /s/
Howard Bouch |
|
| Howard
Bouch, CFO |
Exhibit
32.1
CERTIFICATION
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In
connection with the Annual Report of Tiger Oil and Energy, In., a Nevada corporation (the “Company”), on Form
10-K for the year ending December 31, 2014, as filed with the Securities and Exchange Commission (the “Report”),
I, Kenneth B Liebscher, CEO of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section
1350), that to my knowledge:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations
of the Company.
| Date:
April 23, 2015 |
|
| |
|
| /s/
Kenneth B Liebscher |
|
| Kenneth
B Liebscher CEO |
Exhibit
32.2
CERTIFICATION
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In
connection with the Annual Report of UTEC, Inc., a Nevada corporation (the “Company”), on Form 10-K for the year
ending December 31, 2014, as filed with the Securities and Exchange Commission (the “Report”), I, Howard Bouch, CFO
of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations
of the Company.
| /s/
Howard Bouch |
|
| Howard
Bouch CFO |
| Dated:
April 23, 2015 |
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